Sec Form 4 Filing - J.P. Morgan Investment Management Inc. @ RetailMeNot, Inc. - 2014-01-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
J.P. Morgan Investment Management Inc.
2. Issuer Name and Ticker or Trading Symbol
RetailMeNot, Inc. [ SALE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
270 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2014
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series 1 Common Stock 01/31/2014 S 143,900 D $ 35.3691 2,169,659 I See footnote. ( 1 )
Series 1 Common Stock 01/31/2014 S 1,800 D $ 35.2691 27,437 I See footnote. ( 2 )
Series 1 Common Stock 01/31/2014 S 3,700 D $ 35.2691 131,319 I See footnote. ( 3 )
Series 1 Common Stock 01/31/2014 S 21,500 D $ 35.2691 773,700 I See footnote. ( 4 )
Series 1 Common Stock 02/03/2014 S 58,758 D $ 33.7907 2,110,901 I See footnote. ( 1 )
Series 1 Common Stock 02/03/2014 S 717 D $ 33.7907 26,720 I See footnote. ( 2 )
Series 1 Common Stock 02/03/2014 S 1,534 D $ 33.7907 12 9,785 I See footnote. ( 3 )
Series 1 Common Stock 02/03/2014 S 8,700 D $ 33.7907 765,000 I See footnote. ( 4 )
Series 1 Common Stock 02/03/2014 S 12,600 D $ 33.0546 2,098,301 I See footnote. ( 1 )
Series 1 Common Stock 02/03/2014 S 200 D $ 33.0546 26,520 I See footnote. ( 2 )
Series 1 Common Stock 02/03/2014 S 300 D $ 33.0546 129,485 I See footnote. ( 3 )
Series 1 Common Stock 02/03/2014 S 1,900 D $ 33.0546 763,100 I See footnote. ( 4 )
Series 1 Common Stock 02/04/2014 S 256,200 D $ 34.1027 1,842,101 I See footnote. ( 1 )
Series 1 Common Stock 02/04/2014 S 3,209 D $ 34.1027 23,311 I See footnote. ( 2 )
Series 1 Common Stock 02/04/2014 S 6,500 D $ 34.1027 122,985 I See footnote. ( 3 )
Series 1 Common Stock 02/04/2014 S 38,200 D $ 34.1027 724,900 I See footnote. ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
J.P. Morgan Investment Management Inc.
270 PARK AVENUE
NEW YORK, NY10017
X
Signatures
Evrard J. Fraise, Executive Director 02/04/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held by J.P. Morgan Digital Growth Fund, L.P. ("DGF"). Voting and dispositive power with respect to the shares held by DGF reside with J.P. Morgan Investment Management Inc. ("JPMIM"), its investment advisor. JPMIM disclaims its pecuniary interest in the shares except to the extent of its economic interest.
( 2 )Represents shares held by 522 Fifth Avenue Fund, L.P. ("522 Fund"). 522 Fifth Avenue Corporation is the general partner of 522 Fund and a subsidiary of JPMIM. Voting and dispositive power with respect to the shares held by 522 Fund reside with JPMIM, its investment advisor. JPMIM disclaims its pecuniary interest in the shares except to the extent of its economic interest.
( 3 )Represents shares held by J.P. Morgan Secondary Private Equity Investors II L.P. ("SPEI"). Voting and dispositive power with respect to the shares held by SPEI reside with JPMIM, its investment advisor. JPMIM disclai ms its pecuniary interest in the shares except to the extent of its economic interest.
( 4 )Represents shares held by client accounts that are advised by JPMIM. JPMIM disclaims its pecuniary interest in the shares except to the extent of its economic interest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.